Terms & Conditions

Effective Date: September 29, 2025

These Terms & Conditions (“Terms”) govern all services, proposals, estimates, invoices, and agreements (“Work”) provided by Fifth and Missing Design Group Inc. (“Agency”) to its business clients (“Client”). Authorization of Work, acceptance of a proposal, or payment of any invoice constitutes agreement to these Terms.

  1. Scope of Work
    1. Defined Services
      The Agency’s services are limited to the tasks, deliverables, and outputs expressly described in the applicable proposal, estimate, or statement of work (SoW).
    2. Exclusions
      Any service or deliverable not expressly listed is excluded, even if it is commonly associated with or considered “industry standard” (including but not limited to SEO, digital advertising, conversion optimization, or ongoing maintenance), unless specifically added by written agreement.
    3. Changes and Additions
      Requests by the Client for work outside the agreed scope must be documented in writing. The Agency will provide a change order or revised estimate outlining the additional fees and timelines, and no such work will begin without the Client’s approval.
    4. Dependencies
      The Agency’s ability to deliver the agreed scope depends on the Client providing necessary information, materials, and approvals on schedule. Delays or deficiencies in these may extend timelines or increase costs.
  2. Client Responsibilities
    1. Provision of Information
      The Client will provide all necessary materials, information, access, and approvals promptly.
    2. Delays
      The Agency is not responsible for delays or additional costs resulting from the Client’s failure to cooperate or supply required input.
    3. Ownership of Content
      The Client represents that it owns or has licensed rights to all content it supplies and indemnifies the Agency against third-party claims relating to that content.
  3. Fees & Payment
    1. Defined Fees
      Fees and payment terms are defined in the invoice or proposal.
    2. Late Payments
      Late payments may incur interest at 2% per month (24% per annum) or the maximum allowed by law.
    3. Suspension of Work
      The Agency may suspend work if payment is overdue.
  4. Intellectual Property & Ownership
    1. Transfer of Rights
      Upon full payment, the Client receives a non-exclusive license to use the final approved deliverables solely for their intended purpose.
    2. Retention of Rights
      The Agency retains ownership of all drafts, unused concepts, templates, tools, and methods used in the creation of the Work.
    3. Refunds and Reversion
      If a refund (full or partial) is granted, all rights and licenses revert to the Agency, and the Client must cease use and destroy or return the refunded materials.
    4. Non-transferability
      Usage rights may not be assigned or transferred without written consent from the Agency.
  5. Revisions & Acceptance
    1. Revision Rounds
      Projects include a defined number of revision rounds (as per proposal). Additional revisions are billed separately.
    2. Acceptance
      Deliverables are deemed accepted if no written objections are raised within 10 business days of delivery.
    3. Sign-off
      No work will be published, launched, or printed without explicit written sign-off from the Client.
  6. Cancellations & Refunds
    1. Written Cancellation
      Cancellation must be in writing. The Client will pay for all work performed up to the cancellation date plus any committed third-party costs.
    2. Refunds
      Refunds, if any, are at the Agency’s discretion. Once refunded, the Client loses all rights to any deliverables (see Section 4.3).
    3. Deposits
      Deposits are non-refundable unless otherwise agreed in writing.
  7. Limitation of Liability
    1. Standard of Care
      The Agency will perform services with reasonable skill and care.
    2. No Guaranteed Results
      The Agency makes no assurance of specific outcomes such as sales, rankings, exposure, or performance.
    3. Cap on Liability
      To the fullest extent permitted by law, the Agency’s total liability shall not exceed the fees paid for the project giving rise to the claim.
    4. Exclusion of Damages
      The Agency shall not be liable for consequential, indirect, special, incidental, or punitive damages, including lost profit, revenue, or business interruption, even if advised of the possibility of such damages.
    5. Carve-Out
      These limitations do not apply to damages caused by the Agency’s gross negligence or willful misconduct.
  8. Termination
    1. Termination for Breach
      Either party may terminate for material breach if the other fails to cure within 15 business days of written notice.
    2. Payment on Termination
      Upon termination, the Client pays for all work completed and third-party commitments incurred.
    3. Rights to Deliverables
      Rights to deliverables transfer only upon full payment (see Section 4).
  9. Data & Privacy
    1. Compliance
      The Agency complies with applicable privacy and data protection laws.
    2. Handling of Data
      If personal information is processed, it is handled securely and only on the Client’s instruction, then deleted promptly unless otherwise agreed.
    3. Client Obligations
      The Client remains responsible for compliance as the data controller where applicable.
  10. Third-Party Services & Vendors
    1. External Suppliers
      The Agency may engage third-party vendors, printers, developers, photographers, or other suppliers on the Client’s behalf. The Client is responsible for all related costs unless otherwise agreed in writing.
    2. Delays or Defects
      The Agency is not liable for the performance, delays, or defects of third-party suppliers but will provide reasonable assistance in resolving related issues.
  11. Campaigns & Advertising Materials
    1. Approval
      No campaign, advertisement, or publication will go live without the Client’s explicit written approval.
    2. Content Responsibility
      The Client is responsible for the legality, compliance, and truthfulness of all advertising copy and targeting, unless authored entirely by the Agency.
    3. Platform Changes
      Campaigns are subject to changes in third-party platforms (e.g. policies, pricing, ad formats). The Agency may pause or adjust campaigns without liability in response to such changes.
    4. Re-quoting
      If material changes increase workload, the Agency may re-quote fees accordingly.
  12. Indemnification
    1. Client Indemnity
      The Client shall indemnify and hold harmless the Agency, its officers, directors, and employees from and against any claims, damages, losses, or expenses (including reasonable legal fees and court costs) arising from Client-supplied materials, instructions, or breach of these Terms.
    2. Agency Indemnity
      The Agency shall indemnify and hold harmless the Client only for claims directly resulting from the Agency’s gross negligence, willful misconduct, or breach of these Terms.
  13. Confidentiality Obligations
    Both parties will treat each other’s confidential information as private and use it solely for purposes of fulfilling the project.
  14. Governing Law & Jurisdiction
    hese Terms are governed by the laws of Ontario and the laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts located in Barrie, Ontario.
  15. Entire Agreement
    These Terms, together with any signed proposal, estimate, or invoice, constitute the entire agreement between the parties and supersede all prior communications or conflicting purchase-order terms.